Exhibit
10.13


 











 


October
1, 2015


 


Mr.
Bryan McLaren, CEO


Zoned
Properties, Inc.


14300
N. Northsight Blvd #208


Scottsdale,
AZ 85260


 


Dear
Mr. McLaren:


 


Thank
you for the opportunity to be of continuing service to you. This letter and the accompanying attachments outline the terms of
our proposed engagement as we understand them, to be effective on October 1, 2015. Should these terms be acceptable, please indicate
your agreement by signing in the space provided at the end of this letter and returning the original to us.


 


SCOPE
OF ENGAGEMENT


 


We
are being engaged to:


		●	Provide
                                         outsourced/part-time chief financial officer/controller services for the company. Adam
                                         Wasserman will serve as your Chief Financial Officer.
		●	Assist
                                         the Company and its management in dealing with auditing process and with the auditing
                                         firm including helping the Company prepare and finalize the audit in a timely and efficient
                                         manner.
		●	Assemble
                                         your annual and quarterly financial statements, which include a balance sheet, statement
                                         of operations, statement of stockholders' equity, and a statement of cash flows and footnotes
                                         for specific periods in order to conform to generally accepting accounting principles
                                         accepting in the United States of America. Additional, we will assist management in the
                                         preparation of financial statements and work papers related to annual financial audits
                                         and quarterly SEC filings. SEC filings shall include quarterly 10-Q reports, financial
                                         portions of the 10-K report and, management's discussion and analysis.
		●	Summarize
                                         such adjusting entries as management deems necessary to reflect non-monetary transactions
                                         (e.g., asset contribution, depreciation, capitalization of costs, loan amortization,
                                         intercompany transactions, etc.).
		●	We
                                         will assist the Company in preparing other public filings required by the Company including
                                         8-K filings and registration statements on Form S-1.
		●	Assist
                                         you in communications with the Company's Board of Directors including participation at
                                         board meetings, and any other board issues
		●	We
                                         will assist the Company in dealing with potential investors. We will be available to
                                         answer questions, provide analysis and appearance at any investor meetings.
		●	We
                                         will continually train Company staff and will provide greater oversight and we will advise
                                         management about all financial issues related to being a public entity.
		●	We
                                         do NOT render any tax advice nor prepare any tax returns; however we will interface on
                                         behalf of the company with whomever you engage to handle such matters.





 





	FINANCIAL
                                         TERMS

        Corporate
        Office

        431 Fairway
        Drive — Suite 200

        Deerfield Beach, Florida 33441
	www.cfooncall.com
    	954.616.5582

        800.867.0078

        954.337.2204
	Main

    Toll Free

    Fax







 


 






     


     


    




 





	Mr.
                           Bryan McLaren

                           October
                           1, 2015
	 	 


 


Our fees
for the above services will be billed at the flat rate of $10,000.00 per month which shall be payable as follows:


 


	 	$4,500.00
	Base
                                         Fee payable in cash per month

	 	$2,000.00
	 per
    month payable in cash to be deferred and paid upon the earlier of 6 months or a capital raise (at such time base fee shall
    increase to $6,500.00 per month) 
	 	$3,500.00	per
    month to be payable quarterly in advance (minimum 1,250 shares per month). Said stock shall be valued at the lower of the
    share price from the most recent capital raise or 60% of the bid price of the Company's common stock at the last trading
    day of the previous quarter.


 


Upon
the execution by all parties client shall issue to CFO Oncall, Inc. 19,600 shares of the Company's common shares (restricted)
which shall represent 2,100 shares due through December 31, 2015 and 17,500 shares as a bonus that was determined by the client.
In addition, at the Client's sole discretion, Client may elect to make additional stock grants as incentives to CFO Oncall, Inc.


 


Our
Standard Engagement Terms are attached and incorporated herein by reference. Please review these terms carefully. Lack of payment
may result in our termination of services until your account is fully paid.


 


We
appreciate your trust and confidence in our professional services. If we can answer any questions regarding this engagement or
our fees, or explain any of our other services, please do not hesitate to contact us.


 


If
the foregoing is consistent with your intentions and understanding, please sign this letter in the space provided and return it
to us.


 





	 	Regards,
	 	 
	 	/s/ Adam Wasserman
	 	Adam Wasserman
	 	CFO Oncall, Inc.



 


I understand and agree
with the provisions outlined above.







 


	/s/ Bryan
    McLaren	 	10.26.15
	Signature	 	Date



 


	Print Name:	Bryan
                                         Mclaren







 






    	 	2	 



     


    

 





	Mr.
                           Bryan McLaren

                           October
                           1, 2015
	 	 


 





STANDARD
ENGAGEMENT TERMS


 


The
following terms govern the engagement between the addressee of the accompanying engagement letter (You) and CFO Oncall, Inc.
(CFO).


 


CONFIDENTIALITY


CFO
treats all Client relationships as confidential and will not disclose your financial or tax information or any other proprietary
information learned during the course of the engagement to anyone outside of CFO without your written permission except as required
by law or regulation. Your permission may be granted by identifying the parties (e.g. financial advisor, attorney, banker, etc.)
to whom disclosure is permitted below, or by other written correspondence. CFO further agrees to bind its employees and subcontractors
to the terms and conditions of this Agreement.


 


CLIENT PROVIDED INFORMATION


You
represent that all information provided to CFO is accurate and complete to the best of your knowledge. Further, if these services
involve tax return preparation, you represent that unless CFO is otherwise advised in writing or acts as your business manager,
you possess the required supporting documentation for such tax deductions as travel, entertainment, business gifts, charitable
contributions, automobile usage, etc. CFO is not responsible for any additional tax, penalties or interest that might result from
the lack of documentation for such deductions upon audit.


 


PROFESSIONAL JUDGMENT


CFO
will use its professional judgment in applying tax, accounting, or other rules applicable to this engagement. Wherever there are
conflicting, reasonable interpretations of the rules, we will advise you of the possible positions you might take and follow the
position you request as long as it is consistent with applicable professional, statutory or regulatory standards. Should the positions
taken result in additional taxes, penalties, fines, interest or any other damages, we assume no responsibility for such costs.


 


CHANCES OR MODIFICATIONS
IN SCOPE OF ENGAGEMENT


Should
the scope of the engagement change, CFO will prepare a Change Order letter outlining the necessary changes and the modification
of fees. CFO will not proceed with the modified scope without your prior approval. Fee increases resulting from Change Orders
will be billed at the standard hourly rate. They will be outside the "not to exceed" amount on page 2.


 


TERMINATION OF ENGAGEMENT


Unless
otherwise stated in the accompanying engagement letter, this engagement may be terminated upon thirty (30) days written notice
by either party; provided, however, that these Standard Engagement Terms shall survive the termination of this engagement.


 


WORKPAPER OWNERSHIP


All
documents and work papers, including, but not limited to, data in electronic form, which emanate from the services performed by
CFO remain the property of CFO. Upon termination of this engagement CFO will provide you with a complete copy for your records
of all documents, and work papers prepared as part of this engagement. CFO retains its work papers at its discretion and does
not retain superseded materials.


 


GOVERNING
LAW


The
terms of this Agreement shall be construed in accordance with the laws of the State of Florida (regardless of the laws that might
be applicable under principles of conflicts of law) as to all matters including, but not limited to, matters of validity, construction,
effect and performance. If it becomes necessary for any party to institute legal action to enforce the terms and conditions of
this Agreement, and such legal action results in a final judgement in favor of such party ("Prevailing Party"), then
the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect
or incidental expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout
all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder. Any suit, action or
proceeding with respect to this Agreement shall be brought in the state or federal courts located in Broward County in the State
of Florida. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit,
action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that
any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any judgment entered by any court in respect thereof brought in Broward County, Florida, and hereby further irrevocably
waive any claim that any suit, action or proceeding brought in Broward County, Florida, has been brought in an inconvenient forum.


 


ORIGINAL CLIENT RECORDS


Unless
otherwise noted in the accompanying engagement letter, you are responsible to retain original documents as may be necessary to
justify reported revenues, expenses, etc. CFO may choose to retain selected copies of documents in its work papers.


 


LIMITATIONS ON SCOPE
OF ENGAGEMENT AND VERIFICATION OF INFORMATION


Unless
otherwise stated in the accompanying engagement letter, CFO will not audit or otherwise verify the information provided by you
or third parties. This engagement cannot be relied upon to disclose errors and irregularities, including fraud or misappropriation
of assets that may exist. However, CFO will inform you of irregularities that come to its attention, unless they are inconsequential.


 


INDEMNIFICATION FOR
MANAGEMENT MISREPRESENTATION


If
we incur legal fees as a result of our reliance on any knowingly false representation by you, you agree to reimburse us for all
of our legal fees and related costs of defense.


 


 


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